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March 22, 2012
MIAMI, FL - March 22, 2012 - The Hackett Group, Inc. (NASDAQ: HCKT), a global strategic advisory and operations improvement consulting firm, today announced the preliminary results of its modified "Dutch auction" tender offer (the "Offer") to purchase of up to $55 million in value of its common stock, par value $0.001 per share ("Common Stock"), which expired at 5:00 p.m., New York City time, on Wednesday, March 21, 2012.
Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the Offer, a total of 11,591,235 shares of Hackett's Common Stock were tendered properly and not withdrawn properly at or below the expected purchase price of $5.00 per share, including 754,016 shares that were tendered through notice of guaranteed delivery.
In accordance with the terms and conditions of the Offer, and based on the preliminary count by the depositary, Hackett expects to accept for purchase 11,000,000 shares of its Common Stock at a purchase price of $5.00 per share, for an aggregate cost of approximately $55 million, excluding fees and expenses relating to the Offer. The 11,000,000 shares expected to be purchased in the Offer represent approximately 26.67 percent of Hackett's currently issued and outstanding shares of Common Stock. Based on these preliminary numbers, Hackett anticipates that following settlement of the Offer, it will have approximately 30,245,635 million shares outstanding.
Due to the oversubscription of the Offer, Hackett expects that stockholders who tendered properly and did not withdraw properly shares of Common Stock in the Offer at or below $5.00 per share will have approximately 94.9 percent of their tendered shares purchased by Hackett.
The number of shares to be purchased, the purchase price and the proration information are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the three trading day settlement period. The final number of shares to be purchased, the final purchase price and the final proration information will be announced following the expiration of the guaranteed delivery period and completion by the depositary of the confirmation process. Payment for the shares accepted for purchase under the Offer, and return of all other shares tendered and not purchased, will occur promptly thereafter.
Stockholders who have questions may call BofA Merrill Lynch, the dealer-manager for the Offer, at (888) 803-9655, or Georgeson Inc., the information agent for the Offer, at (877) 278-9672 (toll free).
The Hackett Group (NASDAQ: HCKT) is an intellectual property-based strategic consultancy and leading enterprise benchmarking and best practices implementation firm to global companies, offering digital transformation and enterprise application approaches including a class="seclude" href="/capabilities/solutions/digital-operations/robotic-process-automation/">robotic process automation and cloud computing. Services include business transformation, enterprise performance management, working capital management and global business services. The Hackett Group also provides dedicated expertise in business strategy, operations, finance, human capital management, strategic sourcing, procurement and information technology, including its award-winning Oracle EPM and SAP practices.
The Hackett Group has completed more than 13,000 benchmarking studies with major corporations and government agencies, including 93% of the Dow Jones Industrials, 87% of the Fortune 100, 87% of the DAX 30 and 58% of the FTSE 100. These studies drive its Best Practice Intelligence Center™ which includes the firm's benchmarking metrics, best practices repository and best practice configuration guides and process flows, which enable The Hackett Group's clients and partners to achieve world-class performance.
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown risks, uncertainties and other factors that may cause The Hackett Group's actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. Factors that impact such forward-looking statements include, among others, the ability of our products, services, or practices mentioned in this release to deliver the desired effect, our ability to effectively integrate acquisitions into our operations, our ability to retain existing business, our ability to attract additional business, our ability to effectively market and sell our product offerings and other services, the timing of projects and the potential for contract cancellations by our customers, changes in expectations regarding the information technology industry, our ability to attract and retain skilled employees, possible changes in collections of accounts receivable, risks of competition, price and margin trends, foreign currency fluctuations, changes in general economic conditions and interest rates as well as other risks detailed in our Company's Annual Report on Form 10-K for the most recent fiscal year filed with the Securities and Exchange Commission. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.